-By Daniel Eagan

"Why is it so satisfying to see her beat the s*** out of men?" Steven Soderbergh asks of Gina Carano, the star of his new film for Relativity Media, Haywire.

The two talked with moviegoers in a Q&A session after a December screening of the Jan. 20 release in New York City. Soderbergh brought up how delighted co-star Channing Tatum was to see Gina "beat her way through the cast"—a cast that also includes Ewan McGregor, Michael Fassbender, Antonio Banderas, Bill Paxton and Michael Douglas.

Haywire was a Plan B of sorts for Soderbergh, who was five days away from starting shooting on his version of Moneyball when Sony pulled the plug on the project. (Bennett Miller directed a revamped Moneyball.) Needing to "find something to do quickly," Soderbergh turned to spy movies, "specifically From Russia with Love, which is probably my favorite Bond film."

By chance, the director saw Mixed Martial Arts (MMA) star Gina Carano fighting on television, and wondered how she would do in an update of the kind of hard-hitting espionage films that were being made in the 1960s. "I really felt there was a dearth of female action stars," he told the screening audience. "Or at least I guess my attitude is, 'Can't there be more than one?'"

Getting a meeting with Carano proved more difficult than expected. The fighter had just lost an important match, was sporting a black eye, and in general "wasn't feeling good about myself." She was unfamiliar with Soderbergh, "although I really responded to Traffic." Urged by her agent to take a meeting, Carano describes picking up Soderbergh at a train station and driving him back to her house: "He didn't look like trouble."

Carano, who trained in Muay Thai, could be considered a veteran performer, having appeared on TV's “American Gladiators” and the reality series “Fight Girls.” She is a familiar presence on ESPN, in Maxim, and other outlets. Still, she was unsure about carrying the lead in a feature film. But the director was determined to persuade her to take the part.

"What I really responded to was not only seeing Gina fight but seeing her interviewed, seeing people talk to her," Soderbergh says. "Professional athletes carry themselves in a way that's very difficult to imitate. There's a physical affect they have that comes from being very comfortable with their bodies."

The director goes on to explain how he rehearsed with Carano: "I'm not a big believer in manipulating actors. What I described to her was: The goal here is not for you to be acting, the goal here is actually be as close to yourself as you can and be comfortable."

"Steven starred me with a wonderful group of people," she adds. "They all wanted to help me. I was physical with them and they helped me, they told me how they do things. I felt it was okay to be vulnerable."

When he saw the film later, Fassbender marveled over Carano's command of her role, her ability to seem at ease no matter what she was asked to do. Soderbergh agrees, saying, "She belongs in the movie. She doesn't look nervous, she doesn't look uncomfortable, and she runs like a panther." In fact, the director admits that a chase sequence in which Carano churns through the streets of Barcelona actually went on much longer in an earlier cut. "I could watch her run all day."

Asked how she began fighting, Carano talks about how her parents helped her decide on goals in her life. "You have to find something passionate," she reflects. "Fighting, being physical, to me it's the most honest form of communication you can get. I responded to fighting positively. It made me want to live."

Was it difficult for Carano to adjust her fighting style for film? "It's all about the chemistry with the person," she answers. "There were no egos involved, it was all about creating the best fight scene that we could. It was okay to get hurt."

The actress admits that she received her share of bumps and bruises during filming, shrugging them off in comparison to her professional fights. Some of the action in Haywire is so brutal that it elicited nervous laughter from the audience, in part because it was clear that Soderbergh wasn't starting from stunt men flailing at each other in front of a green screen.

Carano clearly did her own stunt work, no matter how physical, and she didn't want anyone else faking it either. "I actually had to tell that one stunt guy, 'No, you put me into that wall as hard as you can,'" she remembers. "And he put me into it so hard I actually went white for a second. But I actually enjoyed that. Is that weird?"

Not faking it became one of Soderbergh's guiding principles when filming Haywire. "Before I start any movie I sort of make a set of rules, what I'm allowed to do and what I'm not allowed to do," he explains. "Figure out, 'What is the grammar of this particular movie?'"

Soderbergh didn't want today's style of action, with deliberately shaky camerawork and fast cutting. "I don't think there's a single handheld shot in the movie," he notes. "We were really consciously going against the grain there. I guess my feeling lately has been that that's been a way of disguising the fact that people can't really do what's required."

Working with a professional fighter gave Soderbergh the ability to take a different approach. "Knowing that I had Gina and a cast around her that could actually do this stuff, we took a position of keeping things clear, letting you really see it, not cutting as fast, keeping the shots looser, and having you feel like, 'Wow, that's really happening in front of us.'"

Soderbergh also cut down on the score, referring to music as another "crutch that I didn't want to use. Except for the Barcelona hostage rescue, which was designed to be nothing but music, I didn't really want to [use a score]. There was some pushback, especially about the last scene on the beach with Ewan. There were comments like, 'You really need music there.' I said, "'No, we're not doing it.'"

The centerpiece of the film is a fight in a Dublin hotel room that took two days to shoot. As Soderbergh recalls, "The writer, Lem Dobbs, had turned me onto this movie that was made in the ’60s called Darker Than Amber, which starred Rod Taylor. [The film, an adaptation of a John MacDonald thriller, was released in 1970.] There's this scene in the middle of the movie where Taylor and what must have been a stunt man get into this incredibly brutal fight in a hotel room, sort of smaller than this one and not as nice, and they just tear each other and the room apart. I thought it would be great for our film. It would be even better if it were a four-star hotel and he was in a suit and she was in a cocktail dress. That would be a really odd juxtaposition of elements. In a lot of ways, the movie was built out from that idea."

It's not easy to try to resurrect a difficult, time-consuming style of filmmaking, something Soderbergh attempts with Haywire. But the director is also trying to establish a new star from scratch, without the help of acting classes, supporting roles or guest appearances. Judging from her performance here, Carano has the presence and bearing to have a career in film.

As for Soderbergh, who announced his intention to pull back from filmmaking to concentrate on painting, he seems intent on cramming in as much work as he can before he goes. Haywire was filmed before he started on Contagion. He has subsequently completed production on Magic Mike, starring Channing Tatum as a male stripper; continues prepping Behind the Candelabra, a biopic about Liberace starring Michael Douglas and Matt Damon, for HBO; and after plans for The Man from U.N.C.L.E. fell through, revealed that he will start The Bitter Pill, by The Informant! screenwriter Scott Z. Burns, early in 2012.